102124 Resolution 1490HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF RICHFIELD, MINNESOTA
RESOLUTION NO. 1490
RESOLUTION APPROVING ASSIGNMENT AGREEMENTS RELATED TO THE RYA AT RF64
DEVELOPMENT
WHEREAS, the Housing and Redevelopment Authority in and for the City of Richfield,
Minnesota (the "Authority") entered into a Contract for Private Development, dated
September 17, 2018, with NHH Companies L.L.C., a Minnesota limited liability company ("NHH"),
as assigned by NHH to the Assignor pursuant to an Assignment of Contract for Private
Development, dated January 15, 2019, as amended by the First Amendment to Contract for
Private Development, dated September 16, 2019, between the Authority and CPII Development
LLC, a Minnesota limited liability company ("CPII Development"), as amended by the Second
Amendment to Contract for Private Development, dated October 19, 2020, between the Authority
and CPII Development, and as assigned by CPII Development to Rya Apartments, LLC, a
Minnesota limited liability company (the "Assignor"), pursuant to the Assignment and Assumption
Agreement, dated March 11, 2021 (collectively, the "Development Agreement"), between the
Authority, CPII Development, and the Assignor; and
WHEREAS, pursuant to the Development Agreement, the "Developer" agreed to acquire
property within the Cedar Avenue Tax Increment Financing District (the "TIF District"), a
redevelopment district within the Richfield Redevelopment Project, from the Authority, which is
legally described in the Development Agreement, and construct a development known as Rya at
RF64 which will include (i) multifamily housing with approximately 237 market -rate units; (ii) a
parking ramp with approximately 188 spaces; and (iii) necessary public infrastructure, including
streets and utilities (collectively, the "Minimum Improvements"); and
WHEREAS, the Authority issued the Tax Increment Limited Revenue Note, Series 2023
(the "TIF Note"), dated August 1, 2023, in the original aggregate principal amount of $4,305,200, to
the Assignor, to reimburse the Assignor for certain Public Redevelopment Costs (as defined in the
Development Agreement) associated with the Minimum Improvements; and
WHEREAS, the Assignor intends to assign its rights and obligations as the "Developer"
under the Development Agreement and its interest in and rights to the TIF Note to TPAF IV Turtle
Cove, LLC, a Delaware limited liability company (the "Assignee"); and
WHEREAS, Northmarq Capital Finance, L.L.C., a Nebraska limited liability company (the
"Lender"), has agreed to provide a mortgage loan to the Assignee (the "Loan") and has required
that the Assignee provide a collateral assignment of the Development Agreement to the Lender
and that the Assignee redirect the payments of the TIF Note directly to the Lender; and
WHEREAS, there have been presented to the Board of Commissioners of the Authority
(the "Board") forms of the following agreements: (i) an Assignment and Assumption Agreement
(the "Assignment and Assumption Agreement') between the Authority, the Assignor, and the
Assignee, pursuant to which the Assignor will assign to the Assignee, and the Assignee will
assume, the Assignor's rights and obligations under the Development Agreement; (ii) an
Assignment of TIF Note (the "Assignment of TIF Note") between the Assignor and the Assignee
and acknowledged and consented to by the Authority, pursuant to which the Assignor will assign its
interest in and rights to the TIF Note to the Assignee; (iii) a Collateral Assignment of Tax Increment
Note and Redevelopment Agreement (the "Collateral Assignment') between the Assignee and the
Lender, which provides for a collateral assignment of the Development Agreement to the Lender
and the redirection of payments under the TIF Note directly to the Lender; and (iv) a Consent to
Collateral Assignment of Tax Increment Note and Redevelopment Agreement (the "Consent to
Collateral Assignment') by the Authority in favor of the Lender, which provides the Authority's
consent to the Collateral Assignment; and
NOW, THEREFORE, BE IT RESOLVED, by the Board of Commissioners of the Housing
and Redevelopment Authority in and for the City of Richfield, Minnesota as follows:
Section 1. Approvals.
1.01. The Board hereby consents to the assumption by the Assignee of the rights and
obligations of the Assignor under the Development Agreement, and the Assignee shall be the
developer under the Development Agreement (the "Developer").
1.02. The Assignment and Assumption Agreement, the Assignment of TIF Note, and the
Consent to Collateral Assignment (collectively, the "Authority Agreements") are hereby in all
respects authorized, approved, and confirmed, and the Chair and the Executive Director are
hereby authorized and directed to execute the Authority Agreements for and on behalf of the
Authority in substantially the forms now on file with the Executive Director but with such
modifications as shall be deemed necessary, desirable, or appropriate, the execution thereof to
constitute conclusive evidence of their approval of any and all modifications therein.
1.03. This resolution shall be in full force and effect upon its adoption.
Adopted by the Housing and Redevelopment Authority in and for the City of Richfield,
Minnesota this 21st day of October. 2024.
Sean Hayford Oleaary,,"Seccreta
RC125-366 (JAE)
980504v2
E
1
Erin 91t
a Daniof`s, Chair